(a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and
	(b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.
Duty of registrant	164.06 (1) Shares of a company that are registered in the name of a registrant or registrant's nominee and that are not beneficially owned by the registrant shall not be voted unless the registrant sends to the beneficial owner
	(a) a copy of the notice of the meeting, annual statement, management proxy circular, dissident's proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and
	(b) a written request for voting instructions, except where the registrant has already received written voting instructions from the beneficial owner.
When documents to be sent	(2) The documents to be sent to the beneficial owner under subsection (1) shall be sent by the registrant without delay after the registrant receives the documents referred to in paragraph (1)(a).
Where registrant not to vote shares	(3) A registrant shall not vote or appoint a proxyholder to vote shares of a company registered in the registrant's name or in the name of the registrant's nominee that the registrant does not beneficially own unless the registrant receives voting instructions from the beneficial owner.
Copies	(4) A person by or on behalf of whom a solicitation is made shall, at the request of a registrant, without delay provide the registrant, at that person's expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).
Instructions to registrant	(5) A registrant shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
Beneficial owner as proxyholder	(6) If requested by a beneficial owner, a registrant shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
Default of registrant - effect	(7) The failure of a registrant to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or policyholders or any action taken at the meeting.
Right of registrant limited	(8) Nothing in this Division gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
Restraining order	164.07 (1) If a form of proxy, management proxy circular or dissident's proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including
	(a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident's proxy circular relates;
	(b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and
	(c) an order adjourning the meeting.
Notice of application	(2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give to the Superintendent notice of the application and the Superintendent is entitled to appear and to be heard in person or by counsel.
Transitional provision	198. A proxy given by a policyholder by executing a form of proxy sent to the policyholder under section 164 of the Act, as that section read before the coming into force of section 197, is valid for a period of three years after it is given or a lesser period specified in the proxy, and at any continuation of a meeting after an adjournment where the meeting began during that period, except that
	(a) the proxy does not provide authority for the proxyholder to act in respect of business referred to in paragraph 143(1)(c) of the Act;
	(b) if the form of proxy was sent after the company received a dissident's proxy circular, the proxy does not provide the proxyholder with authority to act at the meeting in respect of which the dissident's proxy circular was sent; and
	(c) the proxy may be revoked under subsection 164.01(6) of the Act as enacted by section 197.
	199. Paragraph 165(3)(a) of the Act is replaced by the following:
	(a) all the voting shares of the company, other than directors' qualifying shares, if any, are beneficially owned by a Canadian financial institution described by any of paragraphs (a) to (d) of the definition ``financial institution'' in subsection 2(1) ;
1994, c. 47, s. 120	200. Paragraphs 168(1)(e) and (f) of the Act are replaced by the following:
	(e) a person who is prohibited by section 418 or 430 from exercising voting rights attached to shares of the company ;
	(f) a person who is an officer, director or full time employee of an entity that is prohibited by section 418 or 430 from exercising voting rights attached to shares of the company ;
	201. Subsection 171(2) of the Act is replaced by the following:
Exception	(2) Subsection (1) does not apply in prescribed circumstances where
	(a) all the voting shares of a company, other than directors' qualifying shares, if any, are beneficially owned by a prescribed type of financial institution; and
	(b) there are no policyholders who are entitled to vote.
	202. Subsection 173(4) of the Act is replaced by the following:
Minimum	(4) If a company has common shares and policyholders who are entitled to vote at an annual meeting of shareholders and policyholders , the number of shareholders' directors and the number of policyholders' directors, whether determined by by-law or fixed by the directors, must each be at least one third of the total number of directors.
	203. Subsection 176(3) of the Act is replaced by the following:
Exception	(3) Subsection (2) does not apply where all the voting shares of the company that are outstanding, other than directors' qualifying shares, if any, are beneficially owned by
	(a) one person;
	(b) one person and one or more entities controlled by that person; or
	(c) one or more entities controlled by the same person.
	204. (1) Subsections 178(1) to (3) of the Act are replaced by the following:
Void election or appointment	178. (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 167(2) or 171(1) , section 172 or subsection 173(4) or (4.1) , the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.
	(2) Subsection 178(4) of the Act is renumbered as subsection 178(2).
	205. Subsections 179(1) to (3) of the Act are replaced by the following:
Directors where elections incomplete or void	179. (1) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where subsection 178(1) or (2) applies at the close of any meeting of shareholders or policyholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of
	(a) where paragraph 178(2) (a) applies, the directors referred to in that paragraph; or
	(b) where subsection 178(1) or paragraph 178(2) (b) applies, those persons who were the incumbent directors immediately before the meeting.
Where there is no approved rectification plan	(2) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where a plan to rectify the non-compliance referred to in subsection 178(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred .
Directors to call meeting	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders or policyholders to fill the vacancies, where paragraph 178(2) (a) applies, or elect a new board of directors, where subsection 178(1) or paragraph 178(2) (b) applies.
	206. The Act is amended by adding the following after section 188:
Additional directors	188.1 (1) Shareholders' directors may appoint one or more additional directors as shareholders' directors, and policyholders' directors may appoint one or more additional directors as policyholders' directors, where the by-laws of the company allow them to do so and the by-laws determine the minimum and maximum numbers of shareholders' directors and policyholders' directors.
Term of office	(2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders or policyholders of the company.
Limit on number appointed	(3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders or policyholders of the company.
	207. Section 189 of the Act is replaced by the following:
Meetings required	189. (1) The directors shall meet at least four times during each financial year.
Place for meetings	(2) The directors may meet at any place unless the by-laws provide otherwise.
Notice for meetings	(3) The notice for the meetings must be given as required by the by-laws.
	208. The Act is amended by adding the following after section 193:
Resolution outside board meeting	193.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.
Filing directors' resolution	(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Resolution outside committee meeting	(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 203(3) or a resolution of the conduct review committee in carrying out its duties under subsection 204(3), is as valid as if it had been passed at a meeting of that committee.
Filing committee resolution	(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
	209. Subsection 195(2) of the Act is replaced by the following:
Statement to shareholders and policyholders	(2) A company shall attach to the notice of each annual meeting it sends to its shareholders and policyholders a statement showing, in respect of the financial year immediately preceding the meeting , the total number of directors' meetings and directors' committee meetings held during the financial year and the number of those meetings attended by each director.
	210. Paragraph 203(3)(c) of the Act is replaced by the following:
	(c) require the management of the company to implement and maintain appropriate internal control procedures;
	(c.1) review, evaluate and approve those procedures;
	211. (1) Paragraphs 204(3)(a) and (b) of the Act are replaced by the following:
	(a) require the management of the company to establish procedures for complying with Part XI;
	(b) review those procedures ; and
	(2) Subsections 204(4) to (6) of the Act are replaced by the following:
Company report to Superinten- dent	(4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).
Committee report to directors	(5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on matters reviewed by the committee.
Directors' report to Superinten- dent	(6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3) .
	212. Paragraph 207(f) of the Act is replaced by the following:
	(f) authorize the payment of a commission on a share issue;
	213. (1) The portion of subsection 212(1) of the Act before paragraph (a) is replaced by the following:
Where director must abstain	212. (1) Where subsection 211(1) applies to a director in respect of a contract, the director shall not be present at any meeting of directors while the contract is being considered at the meeting or vote on any resolution to approve the contract unless the contract is
	(2) Section 212 of the Act is amended by adding the following after subsection (2):
Validity of acts	(3) An act of the board of directors of a company or of a committee of the board of directors is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director.
	214. Section 224 of the Act is replaced by the following:
Incorporating instrument	224. (1) On the application of a company or society duly authorized by special resolution, the Minister may approve a proposal to
	(a) change the name of the company or society ; or
	(b) add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company or society .
Notice of intention	(2) Before an application is made to the Minister under subsection (1) to change the name of a company or society , a notice of intention to make the application must be published by the applicant at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the company or society is situated.
	215. Section 237 of the Act is amended by adding the following after subsection (2):
Exemption by Superinten- dent	(3) A regulation made under subsection (2) may provide that the Superintendent may, by order, on such terms and conditions as the Superintendent considers appropriate, exempt a company from prescribed requirements of that regulation.
Exemption by Minister	(4) The Minister may, on such terms and conditions as the Minister considers appropriate, exempt a company from any requirement of this Act or the regulations if
	(a) the company is a mutual company applying for the approval of a proposal to convert the company into a company with common shares; and